1I



which this Bond is issued, this Bond shall have all the qualities and incidents
of a negotiable instrument, and subject to the provisions for registration endorsed
hereon and contained in the Resolution, nothing contained in this Bond or in
the Resolution shall affect or impair the negotiability of this Bond.

        The holder of this Bond shall have no right to enforce the provisions
of the Resolution or to institute action to enforce the covenants -therein, or
to take any action with respect to any default under the Resolution, or to
institute, appear in or defend any suit or other proceedings with respect thereto,
except as provided in the Resolution.  The Resolution provides for fixing,
charging and collecting fees for the services of said Project, which fees will
be sufficient to pay the principal of and the interest on said Bonds as the same
become due and to provide reserves for such purposes and also to pay the
costs of operation and maintenance of the Project to the extent the same are not
otherwise provided.  The Resolution provides for the creation of a special
account designated "Community Colleges Educational Buildings Project Bond
and Interest Sinking Fund" (herein called the "Bond Fund") and for the deposit
to the credit of said Bond Fund of a fixed amount of the gross Revenues of
said Project to pay interest on the Bonds as the same become due and to pay
or retire the principal of the Bonds at or prior to the maturity thereof, and
to provide a reserve for such purpose, which Bond Fund is pledged to and
charged with the payment of said principal and interest.

       The issue of Series A Bonds of which this Bond is one and all other
Bonds as may be outstanding from time to time under the Resolution, are
payable only from a fixed amount of the gross Revenues derived from the
operation of said Project which will be set aside in said Bond Fund, and this
Bond does not constitute any indebtedness of the University of Kentucky or of
its Board of Trustees or of the Commonwealth of Kentucky within the meaning
of any provisions or limitations of the Constitution of the Commonwealth of
Kentucky.

       The Series A Bonds maturing May 1, 1974, and thereafter (being the
Bonds numbered 326 and upwards) shall be subject to redemption at the option
of the Board of Trustees in whole or from time to time in part in the inverse
order of their maturities (less than all of a single maturity to be selected by
lot), on any interest payment date on or after May 1, 1973, at the redemption
prices, expressed in percentages of principal amount, with respect to each
Bond as set forth below, plus in each case accrued interest to the date of
redemption:

           If Redeemed                               Redemption Price

On and after May 1, 1973 and prior to May 1, 1978 ..........  e  103%
On and after May 1, 1978 and prior to May 1, 1983 ................  102%
On and after May 1, 1983, but prior to final maturity ..............  101%